Insurance and Bank Amalgamations; Asset Releases

Summary#

This Canada Gazette notice (published June 24, 2023) lists several corporate filings: proposed amalgamations for groups of insurers and a group of banks, and two applications by insurance companies to have their Canadian assets released. The filings set dates when the companies will apply to regulators and deadlines for anyone who wants to oppose the asset-release requests.

What it does#

• Letters patent of amalgamation proposed for Definity Insurance Company, Perth Insurance Company, The Missisquoi Insurance Company and Waterloo Insurance Company. A joint application to the Minister of Finance is to be made on or after June 26, 2023 to continue the four firms as one company named Definity Insurance Company (French name Compagnie d’assurance Definity). The planned effective date is January 1, 2024, or another date set in the letters patent.
• Application by PACIFIC LIFE RE LIMITED to the Office of the Superintendent of Financial Institutions (Canada) for an order authorizing the release of the assets it keeps in Canada under the Insurance Companies Act (Canada). The intended application date is August 3, 2023. Any policyholder or creditor who objects must file by August 3, 2023.
• Letters patent of amalgamation proposed for Royal Bank of Canada, HSBC Bank Canada, HSBC Trust Company (Canada), HSBC Mortgage Corporation (Canada) and HSBC Finance Mortgages Inc. A joint application to the Minister of Finance is to be made on or after July 8, 2023 to continue as Royal Bank of Canada (French name Banque Royale du Canada) with a head office in Montréal. This amalgamation is conditional on Royal Bank of Canada completing a proposed acquisition of HSBC Bank Canada first.
• Application by United American Insurance Company to the Office of the Superintendent of Financial Institutions (Canada) to release the assets it holds in Canada under the Insurance Companies Act (Canada). The intended application date and the deadline to oppose are July 22, 2023.

Who's affected#

• Policyholders and creditors of PACIFIC LIFE RE LIMITED and United American Insurance Company in Canada — they are explicitly invited to oppose the asset-release applications by the stated deadlines.
• Customers, employees, and shareholders of Royal Bank of Canada and HSBC Bank Canada could be affected if the bank amalgamation goes ahead, because it depends on a separate acquisition finishing first.
• Policyholders, agents, and staff of the four insurers planning to merge into Definity Insurance Company may see administrative or legal changes after the amalgamation takes effect.
• If it is unclear who else might be affected, the notices do not provide more specific lists of impacted contracts, offices, or customer groups.

Why it matters#

• Amalgamations change which legal entity runs an insurer or bank. That can affect where decisions are made, which office is the head office, and which company is legally responsible for contracts and obligations.
• Requests to “release assets” mean a company is asking to remove its assets from Canada. That can be important for Canadian policyholders and creditors because it affects how they might make claims or be paid. The notices give those people a chance to oppose the move by the listed deadlines.
• Publication in the Canada Gazette is a formal step but does not mean regulators or the Minister have approved anything. Final outcomes depend on regulator review and approvals.